Appendix A - Constitutions Sample 1 - Constitution of the Bytown Boat Club ARTICLE I NAME The name of the organization shall be the Bytown Boat Club. ARTICLE II OBJECT The object of the Bytown Boat Club shall be to provide financial support, facilities, training, encouragement for amateur oarsmen to participate and/or compete in the sport of rowing. ARTICLE III LOCATION The location of the Bytown Boat Club shall be on the Rideau Canal between the Ottawa and Rideau Rivers. ARTICLE IV ADDRESS The address of the Bytown Boat Club shall be: 11 Morris, Ottawa, Ontario, KIS 4A6 ARTICLE V MEMBERSHIP Membership in the Bytown Boat Club shall, upon payment of a membership fee, be open to any person or organization interested in supporting, or pursuing, the objectives of the Bytown Boat Club. ARTICLE VI BUSINESS The direction of the affairs of the Bytown Boat Club shall be conducted by its members, who shall come together at least once a year to render decisions on questions of interest in the Bytown Boat Club. The execution of the affairs of the By town Boat Club shall be carried out by representatives elected from among the members. ARTICLE VII ANNUAL GENERAL MEETING An annual meeting of the members shall be held on a day to be fixed between December 1 and January 31 of the following year. Notice of the date and location of the meeting shall be sent to all members at least one full calendar month in advance of such meeting. ARTICLE VIII BYLAWS The bylaws shall govern the conduct of the association. ARTICLE IX CHANGE OF CONSTITUTION Any change of constitution shall, subject to the provisions of the Bylaws, be permitted at an Annual General Meeting. Bylaws of the Bytown Boat Club 1.01 The name of the Bytown Boat Club may be shortened to B.B.C., and shall be referred to herein thereafter as the Club. 1.02 The club colours shall be white and blue. 2.01 The club shall undertake such fund raising projects as are legal within the City of Ottawa and surrounding areas of the Province of Ontario and Quebec, and all proceeds from such fund raising projects shall accrue to the club. 2.02 The club shall provide coaching and training staff, and may, if practicable, hire competent persons to undertake the duties of such staff. 2.03 The club shall provide encouragement for persons interested in the pursuit of rowing as a sport by the provision of instruction, promotional material and publicity for its members. 2.04 Where practicable the club will assist financially such of its members, who without such assistance, would be unable to participate in the sport of rowing. 3.01 There shall be two classes of memberships in the club namely active and associate members. 4.01 The affairs of the club shall be directed by a Board of Directors made up of a President Vice president and Secretary. 4.02 The Board shall meet at a time and place to be decided upon to discuss and decide on matters to the execution of the club's affairs. 5.01 The club shall offer opportunities for competition in the sport of rowing. 6.01 A change in the bylaws shall be of wording, intent or specifics in any bylaw. 7.01 A change of the constitution shall be the changing of the wording, intent or specifics contained in any article of the constitution. Sample 2 - Barrie Rowing Club Constitution 1. Name The name of this organization shall be 'Barrie Rowing Club' hereinafter referred to as 'The Club'. 2. Statement Members of the Barrie Rowing Club believe in working together effectively for the benefit of their community to promote and encourage active participation in the amateur sport of rowing. Such co-operative effort requires both a respect for self and others as well as the belief in the benefits of positive interdependence - the ability to benefit from the contributions of others and a commitment to contribute for the benefit of the rest of the group. 3. Objectives a) To provide a club atmosphere leading to positive interpersonal relationships and group cohesiveness. b) To stimulate awareness of, and knowledge and skill in, the sport of rowing by providing: - a co-operative learning atmosphere - programming geared to the physical, cognitive and emotional needs of the individual - quality coaching in both sweep oar and sculling c) To acquire and maintain safe, quality equipment for the use of the membership d) To provide volunteer assistance for all aspects of the club operation e) To provide members with the knowledge, skills and opportunities necessary to develop and achieve personal rowing goals f) To develop and operate fundraising programs to support club objectives g) To work co-operatively with the City of Barrie Parks and Recreation Department and other community sponsors. 4. Head Office The head office of the Club is to be situated in the City of Barrie in the County of Simcoe and the Province of Ontario. 5. Area of Operation The operation of the Club shall be central at Kempenfelt Bay, but nothing herein written shall be deemed to limit the area in which members may seek to achieve their purposes. 6. Revision of Constitution This Constitution may be altered or amended by a two-thirds majority of the Board at a regular Board Meeting and subsequently confirmed by a majority of the voting members in attendance at an Annual Meeting or special meeting of the Club. Notice of change of any of the terms in the Constitution shall be distributed to the members, prior to the Annual Meeting, in any manner in which the Board from time to time deems expedient. 7. Membership a. Anyone, regardless of age, sex, race, creed or area of inhabitancy, is eligible for membership in the Barrie Rowing Club. b. Voting Members - only paid up members of the immediate preceding year or the current will be allowed to vote. Only one vote per individual membership or one vote per family membership is allowed. c. Suspension - any of the foregoing memberships may be affected by the "Board" for cause at any time, subject to a right of appeal to a general meeting by the member concerned provided a notice of such appeal is given within thirty days of such suspension. d. Membership List - an up to date list of all members of The Club shall be kept by the Secretary of the Board and shall be made available to the inspection of any member giving reasonable notice of his intention to inspect the list. - Meetings a) Annual Meetings i) The Board shall conduct two annual meetings, one in the Spring (February) and one in the fall (prior to November 30th). ii) Notice - at least ten days notice of special meetings shall be given to voting member of the club and not more than forty days before the annual meetings; in a manner that the' Board deems expedient. iii) Quorum - any number present will be deemed to be a quorum. iv) Purpose - to elect club officers and to make any necessary changes to the Constitution or By-Laws. b) Special Meetings i. The Board at its discretion may call a special meeting for the voting members of the Club. A special meeting may also be called by a petition of not fewer than 15 members of the club. Upon presentation of such petition the Board shall call a special meeting within 45 days of the presentation of such petition. ii. Notice - at least ten days notice of special meetings shall be given to all voting members, as recorded on the membership list, as of 30 days prior to the date set for such special meetings, in a manner the Board deems expedient. iii. Quorum - two-thirds of the voting members shall constitute a quorum at special meetings. 9. Board of Directors and Duties The 'Board' shall be comprised of the duly elected or appointed officers as enumerated in articles 9a-91. The 'Board' is responsible for the general management and daily operations of the club including, but not restricted to, the following matters; finance, communications, regattas and the selection of coaches and assistants. The 'Board' shall have the authority to make resolutions and regulations for the government of the club. SECTION I Officers a) Chairperson i) Chair all Board and general meetings. ii) Supervise all facets of the club organization and business. b) Assistant Chairperson i) Chair all 'Board and general meetings in the absence of the chairperson. ii) Supervise all facets of the club organization and business in the absence of the Chairperson iii) Have specific responsibility for all areas assigned by the, Chairperson. ' c) Director of Finance i) Chair all finance committee meetings. ii) Supervise all facets of finance within the club organization including, but not restricted to, membership fees, entry fees, sales, general fund raising and corporate fund raising. iii) Supervise budget preparation and monitoring. iv) Ensure an accurate record of all club income and expenditures is kept. v) Ensure an annual audit of the club's books. vi) Select a finance committee to accomplish ii, iii, iv, vi above. d) Assistant Director of Finance i) Chair all finance committee meetings in absence of the director. ii) Assist the director in all facets of the finance committee operation. iii) Have specific responsibility for all areas assigned by the director. e) Director of Communications i) Chair all communications meetings. ii) Supervise all facets of communications within the club organization, including, but not restricted to club newsletter, all public relations and advertising and running of a phone committee. f) Assistant Director of Communications i) Chair all communications committee meetings in absence of the Director. ii) Assist the director in all facets of the communications committee operation. iii) Have specific responsibility for all areas assigned by the director. g) Past Chairperson i) Serve as a link with the previous years 'Board'. ii) Chair all 'Board' meetings in the absence of the chairperson. h) Head Coach i) The head coach is expected to organize and administer the rowing program including, but not restricted to, the following: a) training b) techniques c) motivation d) discipline e) competition f) maintain all rowers statistical data i) Boat Person i) Chair all boat committee meetings ii) Supervise all facets of boat, boathouse, and supply acquisition, maintenance and usage iii) Select a boat committee to accomplish ii above. j) Secretary i) To act as recording secretary at all board and general meetings. ii) To work in tandem with the director of communication in distribution of information to the membership and public. k) Other Officers i) Such other officers as may from time to time be necessary and as are authorized by a general meeting of voting members. l) Vacancies i) The board may, by appointment fill any vacancy that may arise between annual meetings. SECTION II Election of Officers Each of the officers enumerated in ARTICLE 9 shall be elected by the voting membership at the Spring General Meeting except for the Head Coach who shall be appointed by the executive, and the Past Chairperson whose position shall be filled by the preceding Chairperson of the 'Board'. SECTION III Term of Office i) All elected 'Board' positions shall be for a term of 2 years. ii) Half of the all board positions shall be elected each year as enumerated below; Odd Numbered Year Even Numbered Year Chairperson Assistant Chairperson Assistant Director of Finance Director of Finance Director of Communications Assistant Director of Communications Boatperson Secretary Each term of office shall coincide with the fiscal year. SECTION IV Voting Privileges - Board Meetings Each member of the 'Board' (except the Chairperson) shall have one vote at meetings of the 'Board'. The Chairperson shall cast the deciding vote in the event of a tie. SECTION V Quorum Five (5) members of the board shall constitute a quorum for the purpose of conducting the business of the 'Board'. 10. Committees a) The Board may appoint such Committees as the Board deems advisable for the conduct of its affairs. b) The President shall appoint a chairman to head each Committee, provided such person is a member of the Board. c) The Chairman shall: i) Appoint and recruit committee members. ii) Call such meetings of the Committee as he deems advisable. iii) Report to the Board as required by the Board. iv) Keep, or cause to be kept, minutes of all meetings of the committee and cause a copy of the minutes to be filed with the Secretary. v) Make recommendations to the Board with regards to matters falling within the terms of reference of the committee. 11. Protection of Members of the Board and Officers: No members of the Board or officer of the Club shall be liable for the acts, receipts, neglects or defaults of any other member of Council or officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Club through the insufficiency or deficiency of any security in or upon which any of the monies of the Club shall be invested, for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person with whom any of the monies, securities or effects of the Club shall be deposited, or for any loss occasioned by any error or judgment or oversight on his part, or for any other loss, damage or misfortune whatever on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto unless the same are occasioned by his own willful neglect or default. Every member of the Board and officers of the Club and his heirs, executors and administrators and estate and effects, respectively, shall from time to time and at all times be indemnified and saved harmless out of the funds of the Club from and against: a) All costs, charges and expenses whatsoever that such member of Council officer sustains or incurs in or about any action, suit and proceeding that is brought, commenced or prosecuted against him for or in respect of any act, deed, matter of thing whatsoever made, done or permitted by him in or about the execution of the duties of his office, and b) All other costs, charges and expenses that he sustains or incurs in or about or in relation to the affairs of the Club. Except such costs, charges or expenses as are occasioned by his own willful neglect or default. 12. Fiscal Year Unless otherwise ordered by the Council, the fiscal year of the Club shall terminate on the 31st of December in each year. 13. Dissolution This Association shall be dissolved: 1) Upon a three-quarters majority vote of the Board, provided notice of motion of this effect has been given to all members of the Board at least one month in advance by registered mail. 2) The decision of the Board is confirmed by a majority vote of those members attending at a special meeting of the Club called for the specific purpose of voting upon each motion. 14. Banking Authority and Financial Responsibility: All cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness issued by the name of the Club, shall be signed by such officer or officers, agent or agents of the Club and in such manner as shall from time to time be determined by resolution of the Board of Directors and any other of such officers or agents may alone endorse notes and drafts for collection on account of the Club through its bankers, and endorse notes and cheques for deposit with the Club bankers for the credit of the Club or the same may be endorsed "for Collecting” or "for deposit" with the bankers of the Club by using the Club's rubber stamp for the purpose. Anyone of the such officers or agents so appointed may arrange, settle, balance and certify all books and accounts between the club and the Club's bankers and receive all paid cheques and vouchers and sign all the bank's forms or settlement of balances and release or verification slips. The securities for the club shall be deposited for safekeeping with one or more banks, trust companies or other financial institutions to be selected by the Board of Directors. Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the Club signed by such officer or officers, agent or agents of the club, and in such manner, as shall from time to time be determined by resolution of the Board of Directors and such authority may be general or confined to specific instances. The institutions which may be so selected as custodians of the Board of Directors shall be fully protected in acting in accordance with the directions of the Board of Directors and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof. The Directors may from time to time: a) Borrow money on the credit of the Club. b) Issue, sell or pledge securities of the club, or c) Charge, mortgage, hypothecate or pledge all or any of the real or personal property of the club, including book debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the Club. From time to time the Directors may authorize any Director, officer or employee of the club or any other person to make arrangements with reference to the monies borrowed or to be borrowed as aforesaid and as to the terms and conditions of the loan thereof, and as to the securities to be given therefore, with power to vary or modify such arrangements, terms and conditions to give such additional securities for any monies borrowed or remaining due by the Association as the Directors may authorize and generally to manage, transact and settle the borrowing of money by the Club.